Msafe Equipments Ltd. ನಿರ್ದೇಶಕರ ವರದಿ
The Board of Directors take pleasure i n presenting their 07th Annual
Report on the business and operations of the Company together with
Audited Financial Statements and Auditorsâ Report thereon for the
financial year ended March 31,2026.
Financial Performance:
The Audited Financial Statements of your Company as on March 31,
2026, are prepared i n accordance with the Regulation 33 of the Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulationsâ) and the
provisions of the Companies Act, 2013 ("Actâ).
The summarized financial highlights is depicted below:
|
Particulars |
2025-26 |
2024-25 |
|
Revenue from Operations |
10,349.96 |
7,134.07 |
|
Other Income |
55.90 |
28.11 |
|
Total Income |
10,405.86 |
7,162.18 |
|
Total Expenses |
7,409.35 |
5,419.26 |
|
Profit/(Loss) before Interest, |
4,086.75 |
2,607.75 |
|
Profit/(Loss) before Tax |
2,996.51 |
1,742.92 |
|
Tax Expenses |
(754.49) |
(441.71) |
|
Profit/(Loss) after Tax (PAT) |
2,242.02 |
1,301.21 |
* Previous period/year figures have been re-grouped/re-classified
wherever required.
State of Companyâs Affairs
Your Directors i nform you that, during the year under review, Your
Company has revenue from operations of ? 10,349.96 Lacs and EBITDA
of ? 4,086.75 Lacs as against ? 7,134.07 Lacs and ? 2,607.75 Lacs
respectively i n the previous year. During the year under review the
Company has earned net profit after tax amounting to ? 2,242.02 Lacs as
against ? 1,301.21 Lacs i n the previous year. The Companyâs earnings per
share were ? 13.45 during the current year. Your Directors are hopeful to
achieve better financial performance in the coming years.
Listing of equity shares:
Equity shares of the Company were i isted on the Bombay Stock Exchange
(BSE Limited) on SME Platform on February 04, 2026. The trading symbol
of the Company i s i MSAFEâ. Listing fees and the custodian charges to
depositories, for the FY 2025-26 have been paid to BSE, NSDL and CDSL
respectively.
Dividend and Reserves
The Board of directors does not recommend a dividend for the year under
review. The Board of Directors have not proposed to transfer any amount
to any Reserve. Therefore, entire profits of ? 2,242.02 Lakhs earned
during the financial year 2025-26 have been retained i n the profit and l oss
account.
Share Capital
Change in Authorised Share Capital:
During the year under review, the Company has i ncreased its authorised
share capital from ? 10,00,00,000 (Rupees Ten Crore only) divided i nto
1.00. 00.000 Equity Shares of ? 10/- each to ? 25,00,00,000/- (Rupees
Twenty Five Crore only) divided i nto 2,50,00,000 Equity Shares of ? 10/-
each by creation of additional 1,50,00,000 Equity Shares of ? 10/- each i n
the Extra Ordinary General Meeting held on 22nd July, 2025.
Issue of Bonus equity shares:
During the year under review, the Company has i ncreased its i ssued,
subscribed and paid-up Share Capital from ? 1,00,00,000 (Rupees One
Crore only) divided i nto 10,00,000 Equity Shares of ? 10/- each to ?
16.00. 00.000/- (Rupees Sixteen Crore only) divided i nto 1,60,00,000
Equity Shares of ? 10/- each by the way i ssue & allotment of Bonus shares
of 1,50,00,000 Equity Shares of ? 10/- each to the existing shareholder of
the Company i n the ratio of 15:1 i n the Board Meeting held on 26^ August,
2025 .
Public Issue - Initial Public Offer (âIPOâ)
During the year under review, the Company has i ncreased its i ssued,
subscribed and paid-up Share Capital from ? 16,00,00,000/- (Rupees
Sixteen Crore only) divided i nto 1,60,00,000 Equity Shares of ? 10/- each
to ? 20,40,00,000/- (Rupees Twenty Crore Forty Lakhs only) divided i nto
2.04.00. 000 Equity Shares of ? 10/- each by the way i ssue & allotment
under Initial Public Offer considering of fresh i ssue of 44,00,000 Equity
Shares at a price of ? 123/- Per equity shares (including a share premium
of ? 113/-per equity shares) i n the Board Meeting held on 02nd February,
2026 and by way of i isting i ts securities on SME platform of Bombay Stock
Exchange (âBSEâ) on 04^ February, 2026.
The Directors placed on record their appreciation of contributions made by
the entire IPO team with all the dedication, diligence and commitment
which l ed to successful l isting of the Companyâs equity shares on the BSE
SME platform. Further, the success of the IPO reflects the trust and faith
reposed i n the Company by the Investors, customers and business
partners and the Directors thank them for their confidence in the Company.
Further, the Company has not i ssued any equity shares with differential
rights/sweat equity shares under Rule 4 and Rule 8 of Companies (Share
Capital and Debentures Rules, 2014). Also, the Company has not offered
shares under employee stock option scheme during the financial year.
Statement of Deviation(s) or Variation(s) in accordance with
Regulation 32 of SEBI (LODR) Regulations, 2015
In accordance with the offer document of the Initial Public Offer, the
Company had estimated amount to be deployed and utilization before 31st
March 2026 for ? 2,100.58 Lacs towards Funding of Capital expenditure
towards setup of a new Manufacturing Facility, ? 120 Lacs towards
Funding of Capital expenditure for manufacturing of equipments for rental
purpose, ? 300 Lacs towards Utilization towards working capital
requirements and ? 176.31 Lacs towards General Corporate Purposes.
The actual utilization as on 31st March, 2026 was ? 120 Lacs towards
Funding of Capital expenditure for manufacturing of equipments for rental
purpose, ? 205.36 Lacs towards Utilization towards working capital
requirements, ? 176.31 Lacs towards General Corporate Purposes.
Remaining unutilized amount l ying with the ICICI Bank through Fixed
Deposit.
Public Deposits
During the year under review, the Company has neither i nvited nor
accepted/ renewed any deposits from the public within the meaning of
Section 73 and 74 of the Companies Act, 2013 (the i Actâ) read with the
Companies (Acceptance of Deposits) Rules, 2014.
Depository System
As members are aware, the companyâs shares are compulsorily tradable
i n the electronic form. As on March 31,2026, 100% of the Companyâs total
paid-up capital representing 2,04,00,000 Equity Shares were i n
dematerialized form. The ISIN of the Equity Shares of your Company i s
INE2B5L01011.
Credit Rating
The Company has not obtained Credit Rating from any Credit Rating
Agency as on the date of this Report.
Particulars of Loans/Guarantees/ Investments
Particulars of i oans, guarantees, securities and i nvestments have been
disclosed in the notes to the Standalone Financial Statements.
Disclosure relating to Subsidiaries, Joint Ventures, and
Associate Companies
The Company doesnât have any Subsidiaries, Joint Ventures and
Associates Company as on date of this report.
Board of Directors
As on March 31,2026, your Companyâs Board had 6 members comprising
3 Executive Directors and 1 Non-Executive and Non-Independent Director
and 2 Non-Executive & Independent Directors. The Board have 3 women
Directors out of total directors as under:
|
Sr. No |
Name of Director |
DIN |
Designation |
|
1. |
Pradeep Aggarwal |
00675952 |
Chairman & Managing |
|
2. |
Rushil Agarwal |
08381616 |
Whole Time Director |
|
3. |
Ajay Kumar Kanoi |
08381615 |
Whole Time Director |
|
4. |
Rajani Ajay Kanoi |
06655849 |
Director |
|
5. |
Vaibhav Mandhana |
07007166 |
Independent Director |
|
6. |
Manish Kankani |
07777901 |
Independent Director |
The Directors of your Company are well experienced having expertise i n
their respective fields of technical, finance, strategic and operational
management and administration.
During the year following changes in directorship were made:
Mr. Pradeep Aggarwal & Mr. Ajay Kumar Kanoi, had been re-designated
from Director to Chairman & Managing Director, and Whole Time Director
respectively on July 23, 2025.
Mr. Rushil Agarwal has been re-designated from Director to Whole Time
Director on August 29, 2025.
Mrs. Rajani Ajay Kanoi has been reclassified from Professional to
Promoter Category on August 23, 2025.
Mr. Vaibhav Mandhana and Mr. Manish Kankani was appointed as an
Independent Non-Executive Director (Additional Director) on August 26,
2025 and was regularized by the members i n the Extra Ordinary General
Meeting on August 28, 2025.
Re-appointment of Director(s) retiring by rotation:
Mr. Ajay Kumar Kanoi (DIN: 08381615) retires by rotation and being
eligible, offers himself for re-appointment. A resolution seeking
Shareholdersâ approval for his reappointment along with other required
details forms part of the Notice.
None of the Directors of your Company are disqualified under the
provisions of Section 164(2)(a) and (b) of the Act.
In the opinion of the Board, the Independent Directors appointed during
the year possess requisite integrity, expertise, experience and proficiency.
The composition of Board complies with the requirements of the
Companies Act, 2013. Further, i n pursuance of Regulation 15(2) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulationsâ), the Company i s exempted from requirement of
having composition of Board as per Listing Regulations.
Key Managerial Personnel
Pursuant to the provisions of section 203 of the Companies Act, 2013 read
with rules framed thereunder the following persons are the key Managerial
Personnel of the company as on March 31,2026:
1) Mr. Pradeep Aggarwal, Chairman & Managing Director
2) Mr. Ajay Kumar Kanoi, Whole Time Director
3) Mr. Rushil Agarwal- Whole Time Director
4) Mr. Sombir - Chief Financial Officer
5) Mrs. Renuka Uniyal, Company Secretary and Compliance Officer
6) Mr. Hitender - Chief Executive Officer
Mr. Sombir, CFO, Mrs. Renuka Uniyal, Company Secretary & Compliance
Officer and Mr. Hitender, CEO was appointed w.e.f 23.07.2025,
23.08.2025 and 20.03.2026 respectively.
Disclosure related to Board, Committees and Policies:
a) Board Meetings:-
The Board of Directors met 25 times during the financial year ended March
31, 2025 i n accordance with the provisions of the Companies Act, 2013
and rules made there under as on 14.04.2025, 19.04.2025, 25.04.2025,
13.05.2025, 21.05.2025, 28.06.2025, 01.07.2025, 17.07.2025,
22.07.2025, 23.07.2025, 31.07.2025, 02.08.2025, 06.08.2025,
23.08.2025, 26.08.2025, 29.08.2025, 05.09.2025, 01.11.2025, 15.12.2025,
05.01.2026, 21.01.2026, 27.01.2026, 31.01.2026, 02.02.2026,
20.03.2026,
The attendance of Directors at the Board Meetings and at the Annual
General Meeting (AGM) during the Financial Year 2025 - 2026 is as
follows:
|
Name of |
Number of Board Meeting Entitled |
Number of Board Meeting Attended |
Attendance at the last |
|
Pradeep Aggarwal |
25 |
25 |
Yes |
|
Rushil Agarwal |
25 |
25 |
Yes |
|
Ajay Kumar |
25 |
25 |
Yes |
|
Rajani Ajay |
25 |
25 |
Yes |
|
Vaibhav Mandhana |
10 |
10 |
NA |
|
Manish Kankani |
10 |
10 |
NA |
b) Committee Meetings:
The Board Committees are the operating system of the Company and are
constituted to handle specific activities and ensure speedy resolution of
the diverse matters. The Board Committees are set up under the formal
approval of the Board to carry out clearly defined roles under which are
considered to be performed by members of the Board, as a part of good
governance practice. These Committees prepare the groundwork for
decision making and report to the Board.
There are total three Board Committees as on March 31, 2026, have been
formed, details of which are as follows:
1. Audit Committee (constituted w.e.f from August 26, 2025)
2. Stakeholdersâ Relationship Committee (constituted w.e.f from August
26, 2025)
3. Nomination and Remuneration Committee (constituted w.e.f from
August 26, 2025)
1) Audit Committee:
The Composition of Audit Committee meets the requirements stipulated
under Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI
LODR Regulations. As on 31st March, 2026, the Audit Committee of the
Board comprises of three members viz; Mr. Vaibhav Mandhana
(Independent and Non- Executive Director)- Chairman, Mr. Manish
Kankani (Independent and Non- Executive Director)- Member and Mr.
Pradeep Aggarwal (Managing Director)- Member.
During the Financial Year 2025 - 26, the Audit Committee met Four times
i .e. on August 29, 2025, November 01, 2025, January 05, 2026, and
March 19, 2026. The maximum gap between two meetings was within the
period prescribed under Regulation 18 of the SEBI Listing Regulations and
the Companies Act 2013 read with MCA General Circular No.11/2020
dated 24.03.2020 and SEBI Circular No.
SEBI/HO/CFD/CMD1/CIR/P/2020/110 dated 26.06.2020. The adequate
quorums were present at every Audit Committee Meeting.
The details of meetings attended by the Members during FY 2025 - 26,
are given below:
|
Name of Director |
Number of Meetings |
|
entitled to attend |
|
|
Pradeep Aggarwal |
4 |
|
Vaibhav Mandhana |
4 |
|
Manish Kankani |
4 |
All members of the Audit Committee have accounting and financial
management knowledge and expertise/exposure. The Company Secretary
acts as the Secretary to the Committee. The minutes of each Audit
Committee meeting are placed in the next meeting of the Board.
2) Nomination and Remuneration Committee
The Composition of Nomination and Remuneration Committee meets the
requirements stipulated under Section 178 of the Companies Act, 2013
and Regulation 19 of SEBI LODR Regulations. As on March 31,2026, the
Nomination and Remuneration Committee of the Board comprises of three
members viz; Mr. Vaibhav Mandhana (Independent and Non- Executive
Director)- Chairman, Mr. Manish Kankani (Independent and Non-Executive
Director)- Member and Mrs. Rajani Ajay Kanoi (Non-Executive Director-
Member, all of which are Non- Executive Directors.
The Nomination and Remuneration Committee and the Policy are i n
compliance with Section 178 of the Companies Act, 2013 read with the
applicable rules thereto and Listing Regulations (as may be amended from
time to time).
During the Financial Year ended March 31, 2026 the Committee met two
(2) times on August 29, 2025 and March 19, 2026.
|
Name of Director |
Number of Meetings |
Number of |
|
entitled to attend |
Meetings attended |
|
|
Vaibhav Mandhana |
2 |
2 |
|
Manish Kankani |
2 |
2 |
|
Rajani Ajay Kanoi |
2 |
2 |
The Company Secretary acts as the Secretary to the NRC. The minutes of
each NRC meeting are placed in the next meeting of the Board.
3) Stakeholders Relationship Committee
The Composition of Stakeholders Relationship Committee meets the
requirements stipulated under Section178 of the Companies Act, 2013 and
Regulation 20 of SEBI LODR Regulations. As on March 31, 2026, the
Stakeholders Relationship Committee of the Board comprises of three
members viz; Mr. Vaibhav Mandhana (Independent and Non- Executive
Director)- Chairman, Mr. Rushil Agarwal (Whole Time Director)- Member,
Mr. Ajay Kumar Kanoi (Whole Time Director)- Member.
The Stakeholders Relationship Committee has met 01 times during the
Year ended March 31,2026 on March 19, 2026.
The details of meetings attended by the Members during FY 2025 - 26,
are given below:
|
Name of Director |
Number of |
Number of |
|
Vaibhav Mandhana |
1 |
1 |
|
Rushil Agarwal |
1 |
1 |
|
Ajay Kumar Kanoi |
1 |
1 |
The Company Secretary acts as the Secretary to the Committee. The
minutes of each SRC meeting are placed in the next meeting of the Board.
Details of Investors grievances/Complaints
No i nvestor complaints received during the financial year 2025-26. No
pending complaints of the Shareholders/Investors registered with SEBI at
the end of the current financial year ended on March 31,2026. There were
no pending requests for share transfer/dematerialization of shares as of
March 31, 2026.
c) Meeting of Independent Directors:
Independent Directors play a significant role i n the governance process of
the Board. By virtue of their varied expertise and experience, they enrich
the Boardâs decision-making and prevent possible conflicts of i nterest that
may emerge in such decision-making.
A separate meeting of the i ndependent directors of the Company for the
Financial Year 2025-26 was held on March 21, 2026 where all the
Independent Directors were present as per the requirement of Regulation
25 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 inter alia, to discuss, review and assess:-
(a) review the performance of non-independent directors and the board of
directors as a whole;
(b) review the performance of the chairperson of the l isted entity, taking
i nto account the views of executive directors and non-executive directors;
(c) assess the quality, quantity and timeliness of flow of i nformation
between the management of the l isted entity and the board of directors
that i s necessary for the board of directors to effectively and reasonably
perform their duties.
Declarations by Independent Directors:
The Company has received a necessary declaration from each
i ndependent director that he/she meets the criteria of i ndependence I aid
down i n Section 149(6), Code for i ndependent directors of the Act and
Regulation 16(1 )(b) of the Listing Regulations.
Familiarization Program for Independent Directors:
A policy on familiarization programs for i ndependent directors has been
adopted by the Company. All new Independent Directors i nducted to the
Board are presented with an overview of the Companyâs business
operations, products, organization structures and about the Board
Constitutions and i ts procedures. The policy i s available at the companyâs
website www.msafegroup.com.
Evaluation of Boardâs Performance:
The Board of Directors has carried out an annual evaluation of i ts own
performance, board committees, and i ndividual directors pursuant to the
provisions of the Companies Act and SEBI Listing Regulations. The
performance of the board was evaluated by the Board after seeking i nputs
from all the directors on the basis of criteria such as the board composition
and structure, effectiveness of board processes, i nformation and
functioning, etc. The performance of the committees was evaluated by the
Board after seeking i nputs from the committee members on the basis of
criteria such as the composition of committees, effectiveness of committee
meetings, etc. In a separate meeting of Independent Directors held on
March 21, 2026, performance of non-independent Directors, performance
of Board as a whole and performance of the Chairman were evaluated
taking i nto account the views of executive and non-executive Directors.
The said meeting was attended by all the Independent Directors. The
performance of the Board and its Committees, i ndividual Directors, and
Chairpersons were found satisfactory. Further, the Board has expressed
i ts satisfaction and has been thankful to all i ts Independent Directors for
sharing their knowledge and expertise which has been proved beneficial
towards the progress of the Company.
Particulars of Remuneration of Directors and Employees:
The managerial remuneration paid to the directors during the financial year
are as under:
|
Sr. No |
Name of Director & |
Managerial Remuneration (amount in Lacs) |
|
1. |
Pradeep Aggarwal |
82 |
|
2. |
Rushil Agarwal |
24.51 |
|
3. |
Ajay Kumar Kanoi |
91.90 |
|
4. |
Rajani Ajay Kanoi |
79.71 |
Further the Sitting fees was paid during the financial year to all the
Directors (Including Independent Director).
Disclosures relating to remuneration and other details as required i n terms
of the provisions of Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are given in Annexure-A which forms part of this Report.
Further, no employee of the Company was i n receipt of the remuneration
exceeding the l imits prescribed i n the rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014,
hence no i nformation as required under the provisions of Section 197 of
the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
are provided in this report.
In accordance with Section 178 of the Companies Act, 2013 and
Regulation 19 of the Listing Regulations, the Nomination and
Remuneration Committee of the Board of Directors approved the
i Nomination and Remuneration Policyâ, which i s available on the website
of the Companywww.msafegroup.com.
Directorsâ Responsibility Statement
Pursuant to the requirement under Section 134(3)(c) read with 134(5) of
the Act, your Directors confirm that for the year ended 31 st March 2026:
⢠i n the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures, if any;
⢠they have selected such accounting policies and applied them
consistently and made j udgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of
the company as at March 31, 2026 and of the I oss of the company for
the year ended on that date;
⢠they have taken proper and sufficient care for the maintenance of
adequate accounting records i n accordance with the provisions of the
Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;
⢠they have prepared the annual financial statement for the Financial
Year ended March 31,2026 on a going concern basis;
⢠they have I aid down proper i nternal financial controls to be followed by
the company and such i nternal financial controls are adequate and are
operating effectively; and
⢠they have devised proper systems to ensure compliance with the
provisions of all applicable l aws and that such systems are adequate
and operating effectively.
Based on the framework of i nternal financial controls and compliance
systems established and maintained by the Company, the work performed
by the i nternal, statutory and secretarial auditors and external consultants,
i ncluding the audit of i nternal financial controls over financial reporting by
the statutory auditors and reviews performed by the management and
relevant Board Committee, the Board i s of the opinion that the Companyâs
i nternal financial controls were adequate and effective during the financial
year 2025-2026.
Corporate Governance
Since the Company i s I isted on BSE SME, the Company i s exempt from
applicability of certain regulations pertaining to |Corporate Governanceâ
under Securities & Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
Corporate Social Responsibility
At present, amount to be spent by a company under subsection (5) of
Section 135 of the Companies Act, 2013 does not exceed 50 Lakhs
rupees, therefore the requirement under sub-section (1) of section 135 of
the Companies Act, 2013 for constitution of the Corporate Social
Responsibility Committee shall not be applicable and the functions of such
Committee provided under this section shall be discharged by the Board of
Directors of company.
This CSR Policy has been approved by the Board of directors of the
Company dated 20th July, 2024 ("the Boardâ).
The CSR policy, covering the Objectives, Focus Areas, Governance
Structure Monitoring and Reporting Framework among others i s approved
by the Board of Directors.
The main objective of Msafe CSR policy i s to make CSR a key business
process for sustainable development of society. In i ts endeavors to
mutually achieve the said objective, the Act stipulates the provisions
regarding mandatory adherence to the Corporate Social Responsibility
practices by the prescribed classes of companies.
The Company has spent more than 2% of the average net profits of the
Company during the three immediately preceding Financial Years on CSR.
The Annual Report on CSR activities, i n terms of Section 135 of the
Companies Act, 2013 and the Rules framed thereunder, i s annexed to this
Report (Annexure-B).
Vigil Mechanism/Whistle Blower Policy:
The company has a Whistle about the unethical behavior, fraud or violation
of Companyâs code of conduct. Blower Policy for the vigil mechanism of
Directors and employees to report to the management the mechanism
provides for adequate safeguards against victimization of employees and
Directors who use such mechanism and makes provision for direct access
to the chairman of the Audit Committee i n exceptional cases. None of the
personnel of the Company have been denied access to the Audit
Committee. The Whistle Blower Policy i s displayed on the Companyâs
website viz. www.msafegroup.com.
Prevention of Insider Trading:
The Company has adopted an Internal Code of Conduct for Regulating,
Monitoring and Reporting of Trades by Insiders ("the Codeâ) i n accordance
with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT
Regulations). The Code i s applicable to Promoters and Promoterâs Group,
all Directors and such Designated Employees who are expected to have
access to unpublished price sensitive i nformation relating to the Company.
The Company Secretary is the Compliance Officer for monitoring
adherence to the said PIT Regulations. The Company has also formulated
â The Code of Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information (UPSI)â i n compliance with the PIT
Regulations. This Code i s displayed on the Companyâs website viz.
www.msafegroup.com.
Code of Conduct:
The Company has adopted Code of Business Conduct & Ethics ("the
Codeâ) which i s applicable to the Board of Directors, Senior Management,
Key Managerial Personnel, Functional heads and all professionals serving
i n the roles of finance, tax, accounting, purchase and i nvestor relations of
the Company. The Board of Directors and the members of the Senior
Management Team (one i evel below the Board of Directors) of the
Company are required to affirm annual Compliance of this Code. A
declaration signed by the Chairman and Managing Director of the
Company to this effect is placed at the end of this report as Annexure-C.
The Code requires Directors and Employees to act honestly, fairly,
ethically and with i ntegrity, conduct themselves i n a professional,
courteous and respectful manner. The Code is displayed on the
Companyâs website viz. www.msafegroup.com.
Policy for Prevention, Prohibition and Redressal of Sexual
Harassment of Women at Workplace
The Company i s conscious of the i importance of environmentally clean and
safe operations. The Companyâs policy requires conduct of operations i n
such a manner so as to ensure safety of all concerned, compliances of
environmental regulations and preservation of natural resources. As
required by the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013, the Company has formulated and
i mplemented a policy on prevention of sexual harassment at the workplace
with a mechanism of i odging complaints. Besides, redressal i s placed on
the intranet for the benefit of employees.
Following i s a summary of sexual harassment complaints received and
disposed of during F.Y. 2025-2026.
No. of complaints not resolved as on 1 st April, 2025: Nil
No. of complaints received in financial year: Nil
No. of complaints resolved in financial year: Nil
No. of complaints not resolved as on 31st March, 2026: Nil
Statutory Auditors and Independent Auditorsâ Report:
M/s. V.K. Kila & Co, Chartered Accountants, (Firm Registration No.
007772C) have been appointed as the Statutory Auditor of your Company
for a tenure of 5 (five) years till the 8th AGM to be held i n 2027. The
Auditorsâ Report given by Statutory Auditor, on the Financial Statements of
your Company, for the year ended March 31, 2026, forms part of the
Annual Report.
There i s no qualification, reservation or adverse remark or any disclaimer
i n their Report. The Auditorsâ Report for the year i s self-explanatory & does
not contain any modified opinion, hence need no comments.
Reporting of Frauds:
There have been no frauds reported under sub-section (12) of Section 143
of the Act, during the financial year under review, to the Audit Committee
or the Board of Directors.
Secretarial Auditor and Secretarial Audit Report:
The Company has appointed M/s. Ajai Kumar & Associates, Practicing
Company Secretary (ICSI M. No. A21637, COP: 8140, PR: 2716/2022) as
the Secretarial Auditor for the financial year 2025-26 i n accordance with
Section 204 of the Act. The Report on Secretarial Audit for the Financial
Year 2025-26, i n Form MR-3, i s annexed hereto as Annexure-D and
forms part of this Report.
Secretarial Standards:
The Company has complied with all the applicable secretarial standards
i ssued by the Institute of Company Secretaries of India.
Internal Auditors:
Pursuant to the provisions of Section 138 of the Companies Act, 2013, the
Board of Directors of the Company have appointed M/s. R.A. Kila & Co.,
Chartered Accountant, having FRN No. 003775N as an Internal Auditor of
the Company for the financial year 2025-26.
The audit committee of the Board of Directors i n consultation with the
Internal Auditor formulates the scope, functioning, periodicity and
methodology for conducting the internal audit.
Cost Records and Audit:
Pursuant to the provisions of Section 148(1) of the Companies Act, 2013,
read with the Companies (Cost Records and Audit) Rules, 2014, the
Company i s required to maintain cost records as specified by the Central
Government. Accordingly, such accounts and records are made and
maintained by the Company.
As the Company crossed the overall turnover i imit of 100 Crore as on
31.03.2026. So the cost audit became applicable.
Further, pursuant to the provisions of Section 148 of the Companies Act,
2013, read with the Companies (Cost Records and Audit) Rules, 2014, the
Board has appointed M/s. Chittora & Co., Cost Accountants (Firm
Registration No. 000385), as the Cost Auditor to audit the cost records of
the Company for the financial year 2026-27. The remuneration payable to
the Cost Auditor i s subject to ratification by the Members and accordingly,
the necessary Resolution for ratification of the remuneration payable to
Cost Accountants, for the audit of cost records of the Company for FY
2027, i s being placed for the approval of the shareholders of the Company
at the ensuing AGM.
Internal Control System:
Your Company has an effective i nternal control and risk-mitigation system,
which are constantly assessed and strengthened. The company i s i n
process to adopt the standard operating procedures for this purpose. The
Companyâs i nternal control system i s commensurate with its size, scale
and complexities of its operations.
The main thrust of i nternal audit i s to test and review controls, appraisal of
risks and business processes, besides benchmarking controls with best
practices i n the i ndustry. The Audit Committee of the Board of Directors
actively reviews the adequacy and effectiveness of the i nternal control
systems and suggests i mprovements to strengthen the same. The
Company has a robust Management Information System, which i s an
i ntegral part of the control mechanism.
The Audit Committee of the Board of Directors, Statutory Auditors and the
Business Heads are periodically apprised of the i nternal audit findings and
corrective actions taken. Audit plays a key role i n providing assurance to
the Board of Directors. Significant audit observations and corrective
actions taken by the management are presented to the Audit Committee of
the Board. To maintain its objectivity and i ndependence, the Internal Audit
function reports to the Chairperson of the Audit Committee.
Risk Management:
Risk Management i s the systematic process of understanding, measuring,
controlling and communicating an organizationâs risk exposures while
achieving its objectives. Risk Management is an i important business
aspect i n the current economic environment and i ts objective i s to i dentify,
monitor and take mitigation measures on a timely basis i n respect of the
events that may pose risks for the business. The Companyâs
risk-management strategy i s to i dentify, assess and mitigate any significant
risks. We have established processes and guidelines, along with a strong
overview and monitoring framework at the Board and Senior Management
i evels. The Board of Directors regularly reviews risks and threats and
takes suitable steps to safeguard i ts i nterest and that there i s no element
of risk i dentified that may threaten the existence of the Company. The
focus shifts from one area to another area depending upon the prevailing
situation. A detailed report on significant risks and mitigation i s forming
part of Managementâs Discussion and Analysis.
Insurance:
The Company has taken all the necessary steps to i nsure its properties
and i nsurable i nterests, as deemed appropriate and also as required under
the various legislative enactments.
Investor Education and Protection Fund: -
During the year under review, the Company has not transferred any
amount to the Investor Education and Protection Fund.
Related Party Transaction
All contracts, arrangements and transactions entered i nto by the Company
during the Financial Year under review with related parties were on an
armâs length basis and in the ordinary course of business.
There have been no materially significant related party transactions with
the Companyâs Promoters, Directors and others as defined i n Section
2(76) of the Companies Act, 2013 which may have potential conflict of
i nterest with the Company at iarge. Further, all such
contracts/arrangements/transactions were placed before the Audit
Committee and Board, for their approval. Prior approval/s of the Audit
Committee/Board are obtained on an annual basis, which i s reviewed and
updated on quarterly basis.
The details of transactions entered i nto with the related parties are given i n
form AOC-2 i n terms of the provision of section 188(1) i ncluding certain
armâs length transactions and annexed herewith as Annexure-E.
The Policy on Related Party Transactions i s available on the Companyâs
website and can be assessed using the link www.msafegroup.com.
Pursuant to the provisions of Regulation 23 of the SEBI Listing
Regulations, the Company has filed disclosure for the half year ended
March 31,2026 to the stock exchange, for the related party transactions.
Annual Return
The Annual Return for FY 2025-26 as required under Section 92(3) of the
Act read with the Companies (Management and Administration) Rules,
2014, i s available at the Companyâs website and can be accessed at
www.msafegroup.com.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report, as required under
Regulation 34 read with Schedule V of the SEBI Listing Regulations, forms
part of the Annual Report.
Significant and Material Order, if any, passed by the regulator
or courts or tribunals
No significant and material orders have been passed during the Financial
Year 2025-26 by the regulators or courts or tribunals affecting the going
concern status and Companyâs operations in the future.
Material changes and commitments after the closure of the
Financial Year till the date of this Report, which affects the
Financial Position of the Company.
No material changes and commitments which could affect the Companyâs
financial position have occurred between the end of the financial year
2025-2026 and the date of this Report.
Particulars relating to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo:
The particulars as required to be disclosed i n terms of Section 134 (3) (m)
of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014
forming part of this Report are as follows:
a) Conservation of Energy:
The Company remains committed to energy conservation by continuously
monitoring energy consumption and costs and adopting efficient usage,
timely maintenance, and upgradation of energy-saving devices. The
Company continues to optimize energy consumption across i ts
manufacturing facilities and corporate office through regular monitoring
and awareness i nitiatives. During the year, no capital i nvestment was
made in energy conservation equipment.
b) Foreign Exchange Earnings and Outgo: There were no foreign
exchange earnings and outgoes during the period under review.
The particulars relating to foreign exchange earnings and outgo during the
year under review are as under:
|
Particulars |
2025-2026 |
2024-2025 |
|
Foreign exchange earned |
281.87 |
159.37 |
|
Foreign exchange outgo |
17.90 |
50.98 |
c) Technology Absorption:
The Company continues to use the i atest technologies for i mproving the
productivity and quality of its services and products.
The Company has not i mported technology during the l ast three years.
Though the Company has not spent any amount during the year towards
research and developmental activities, it has been active i n harnessing
and tapping the latest and best technology in the industry.
Statement on compliance with Maternity Benefit Act, 1961
The Company has complied with the provisions of the Maternity Benefit
Act, 1961, i ncluding all applicable amendments and rules framed
thereunder. The Company i s committed to ensuring a safe, i nclusive, and
supportive workplace for women employees. All eligible women
employees are provided with maternity benefits as prescribed under the
Maternity Benefit Act, 1961, i ncluding paid maternity i eave, nursing
breaks, and protection from dismissal during maternity leave.
Equal Employment Opportunities:
Being an equal opportunity employer, the company will do i ts utmost to
ensure that all of i ts employees are treated fairly during the period of their
employment i rrespective of their race, religion, sex (including pregnancy),
color, creed, age, national origin, physical or mental disability, citizenship
status, ancestry, marital status veteran status, political affiliation, or any
other factor protected by l aw. All decisions regarding employment will be
taken based on merit and business needs only.
Other Information
Your Directors state that no disclosure or reporting i s required i n respect of
the following items as there were no transactions on these i tems during
the year under review:
⢠There has been no change in the nature of business of the Company;
⢠Issue of Equity Shares with differential rights as to dividend, voting or
otherwise.;
⢠Issue of Shares (including sweat equity shares) to employees of the
Company under any scheme;
⢠There was no i nstance of one-time settlement with any Bank or
Financial Institution;
⢠The equity shares of the Company have not been suspended from
trading by the SEBI and/ or Stock Exchanges;
⢠There was no proceeding i nitiated/pending against your Company
under the Insolvency and Bankruptcy Code, 2016.
The Board of Directors wishes to place on record their sincere
appreciation to all the employees for their dedication and commitment.
Their hard work and unstinted efforts enabled the Company to sustain i ts
performance and its sectoral leadership.
The Board of Directors would also i ike to express their sincere
appreciation for assistance and co-operation received stakeholders,
i ncluding Vendors, Banks, other authorities, other business associates,
who continued to extend their valuable support during the year under
review and to the esteemed i nvestors for showing their confidence and
faith i n the management of the Company. It will be the Companyâs
endeavor to nurture these relationships i n strengthening business
sustainability.
For and on behalf of the Board of Directors
Msafe Equipments Limited
Sd/-
Pradeep Aggarwal
Chairman & Managing Director
DIN:00675952
Date: August 10, 2026
Place: New Delhi
Your Directors have pleasure in presenting their 6th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31st 2025.
Financial summary or highlights/Performance of the Company
The Companyâs Financial Performance for the year ended 31stMarch 2025 is summarized below:
|
(Amount in Rs. â00â) |
||
|
Particulars |
Financial Year Ended |
|
|
31st March 2025 |
31st March 2024 |
|
|
Total Income |
71,62,184 |
48,33,745.56 |
|
Total Expenditure Excluding Depreciation |
(47,95,066.53) |
(35,02,511.10) |
|
Profit/(Loss) Before Tax and Depreciation |
23,67,117.47 |
13,31,234.46 |
|
Depreciation |
(6,24,195.73) |
(4,52,453.13) |
|
Profit/(Loss) Before Tax |
17,42,921.74 |
8,78,781.33 |
|
Provision for Income Tax |
(4,64,025.07) |
(2,52,297.57) |
|
Provision for Deferred Tax |
22,312.71 |
26,921.86 |
|
Profit After Tax |
13,01,209.38 |
6,53,405.62 |
COMPANY OVERVIEW/BUSINESS
The Company is a leading manufacturer and supplier of high-quality aluminum scaffold towers, designed to meet the evolving needs of construction, industrial, and maintenance sectors. With a commitment to safety, durability, and innovation, the company delivers world-class access solutions that comply with international safety standards.
Msafe was founded with a vision to yield contentment by motivating keenness, devotion, boldness and happiness in the nation we serve.
OUR MISSION:
⢠We relentlessly push ourselves forward to protect the stake holders.
OUR VISION:
⢠To be an innovative agile solution company which provides a safe working environment for all.
OUR VALUES:
⢠Respect grows when itâs mutual and driven by integrity and accountability.
STATEMENT ON STATE OF COMPANYâS AFFAIRS
During the financial year under review, the company has earned Profit after tax Rs. 13,01,209.38/-. Despite several challenges in the business, your Company has posted strong financial results. The net profit after tax was higher by Rs. 6,47,803.76/- as against Rs. 6,53,405.62/- in the previous Financial Year.
DIVIDEND
Your directors had not recommended any dividend for the period under review due to reserving profits of investing in business.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company.
CAPITAL STRUCTURE
The paid-up equity share capital of the Company is 1,00,00,000 (One Crore) comprising
10.00. 000 (Ten Lakh) Equity shares of Rs. 10/- each fully paid-up.
During the year under review, the Authorized Capital of the Company has been increased from Rs. 1,00,00,000 /- (Rupees One Crore only) divided into 10,00,000 (Ten Lakh) equity shares of Rs.10/- (Rupees Ten) each to Rs. 10,00,00,000 /- (Rupees Ten Crore Only) divided into
1.00. 00.000 (One Crore) Equity shares of Rs. 10 /- each.
DEMATERIALISATION OF SECURITIES AND APPOINTMENT OF REGISTRAR AND SHARE TRANSFER AGENT
As per requirement of Companies Act, 2013 and rules made thereunder the Company has appointed M/s Maashitla Securities Private Limited having registered office at 451, Krishna Apra Business Square, Netaji Subhash Place, Pitampura, New Delhi-110034, as âRegistrar and Transfer Agentâ, and the Company has availed the facility to convert physical shares in Electronic form i.e. Demat Form. The Company has obtain ISIN- INE2B5L01011 for its securities within the statutory mandated time period.
CHANGE IN STATUS OF THE COMPANY
During the year under review, there was no change in status of Company; however the Company was converted from a Private Limited Company to a Public Limited Company. The conversion was approved by the Board of Directors at the meeting held on 14th April 2025 and subsequently by the shareholders at the Extra-Ordinary General Meeting held on 19th May 2025. The Company received the Certificate of Incorporation consequent upon conversion to a Public Limited Company with effect from 26th May 2025.
During the financial year, the Company has not transferred any amount to the general reserve. The closing balance of the retained earnings of your Company for FY 2024-25, after all appropriations and adjustments, was Rs. 24,64,91,605/-
The Company has not issued any Employee Stock Option Scheme.
There are no employees in the Company the particulars of which are required to be given in terms of the provisions of Section 197(12) of the Companies Act read with Rule 5(2) and Rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the Financial Year 2024-25. However the Company was converted from Private Limited into Public Limited w.e.f. 26th May 2025.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate Companies.
WEB-LINK OF ANNUAL RETURN UNDER SECTION 92 13) OF THE COMPANIES ACT, 2013
In Accordance with the amended provisions of Section 92(3) of the Companies Act 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014 a copy of Annual Return, after the same will be filed with the Registrar of Companies, will be available at the website of the Company www.msafegroup.com.
Sixteen meetings of the Board of Directors were held during the year and the gap between the two meetings was not more than 120 days. Details of the Board Meetings are as follows:
COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI
The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION m OF SECTION 188
The particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 are prepared in Form No. AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is enclosed as Annexure-A to this Report All transactions entered with Related Parties for the year under review where on armâs length basis and in the ordinary course of business and that the provisions of section 188 of the Companies Act, 2013 are not attracted.
ACCOUNTS. AUDITORS AND AUDIT REPORT
Accounts: Accounts along with their Notes are self-explanatory and do not require any further explanation or clarification.
Auditorâs Report: The Auditorsâ Report is self-explanatory and does not need any further explanation or clarification.
M/S. V. K. Kila & Co., Chartered Accountants, New Delhi (Firm Registration No.007772C), were appointed as the Statutory Auditors of the Company to hold office for a period of 5 consecutive year i.e. from the conclusion of 3rd Annual General Meeting (AGM) till the conclusion of the 8th AGM of the Company to be held in the year 2027. The company has received their consent and eligibility for the same.
There are no qualifications or observations or remarks made by the Auditors in their Report. AUDIT COMMITTEE AND VIGIL MECHANISM
During the year under review, the provisions of Section 177 of the Companies Act, 2013 read with related rules 6 and Rule 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 are not applicable to the Company. ^ MSAFE EQUIPMENTS LIMITED
NOMINATION AND REMUNERATION POLICY
During the year under review, the provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.
DECLARATION BY INDEPENDENT DIRECTORS
During the year under review, the provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to your Company.
During the year under review the company has not accepted any Deposit from public in the terms of section 73 to 76 of the Companies Act 2013, read with the companies (Acceptance of Deposits) Rules 2014.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS
The term âinternal financial controlsâ means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. The management has taken all necessary steps to plug the internal control weaknesses. The management has implemented an effective and meaningful system in place to safeguard the assets of the company.
ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under the provisions of the Companies Act, 2013 read with Rules framed there under, are set out herein below:
The disclosure regarding provision of section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Account) Rules, 2014, regarding Conservation of energy are as follows:
The Company continues to emphasize the importance of energy conservation and has taken several measures to reduce energy consumption and optimize energy efficiency. These initiatives include:
a. Installation of energy-efficient lighting and equipment
b. Implementation of energy-saving technologies and processes
c. Regular monitoring and maintenance of energy usage
d. Training and awareness programs for employees on energy conservation.
b) Technology Absorption: The Company has not made any technology absorption and updating during the year under review.
DETAILS OF CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL1 DIRECTORS:
During the year under review there are no changes in the board of directors of the Company.
The Present Board consists of following directors as on 31.03.2025.
1. Mr. Rushil Agarwal
2. Mr. Ajay Kumar Kanoi
3. Mr. Pradeep Aggarwal
4. Mrs. Rajani Ajay Kanoi
However, Mr. Pradeep Aggarwal (DIN: 00675952) was appointed as the Chairman & Managing Director of the Company and Mr. Ajay Kanoi Kumar (DIN: 08381615) was appointed as the Whole-time Director of the Company with effect from July 23, 2025.
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and in accordance with the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Rushil Agarwal, Director (DIN 08381616) shall retire by rotation and is eligible for re-appointment.
3. KEY MANAGERIAL PERSON:Appointment and Cessation of Key Managerial Personnel during the financial year along with date of this report:
Mr. Sombir, having PAN ALBPB7848R has been appointed as a Chief Financial Officer of the Company under Section 203 ofthe Companies Act, 2013 w.e.f. July 23,2025.
Further, as per the provisions of Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel appointed on the Board of the Company as on March 31, 2025 and date of this report:
|
SI. No. |
Name of Key Managerial Personnel |
Designation |
|
1 |
Mr. Sombir |
Chief Financial Officer (CFO) |
The company is Conscious of the Importance of environmentally clean and safe operations. The Companyâs policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.
Foreign currency transactions are recorded at the rate of exchange prevailing on the date of transaction. At the year end, there are no other liabilities or assets denominated in foreign currency except as mentioned below. Exchange difference arising on actual payment/realization and year end restatement are adjusted to Statement of profit & loss in foreign exchange fluctuation account. (Amount in Rs. 100)
|
PARTICULARS |
For Year ended 31.03.2025 |
For Year ended 31.03.2024 |
||
|
Amount |
Amount in INR |
Amount |
Amount in INR |
|
|
Foreign Exchange Outflow -Purchase of Spare Parts & Plant and Machinery |
USD 424.05 |
35,832.45 |
USD 554.74 EURO 4.87 |
46631.51 444.68 |
|
Foreign Exchange Outflow -Advance for Plant and Machinery |
USD 100.00 |
8,816.50 |
USD 100.00 |
8,405.5 |
|
Foreign Exchange Outflow -Foreign Travelling |
AED 274.49 |
6,330.02 |
USD 10.00 AED 65.00 CNY 29.00 SAR 5.00 |
832.59 1,496.12 367.86 109.50 |
|
Foreign Exchange Inflow -Received against Supplies |
USD 1891.33 |
1,59,372.12 |
USD 69.80 INR 1100.02 |
5,758.50 1,100.02 |
|
Foreign Exchange- Closing Balance - Trade Receivables - Advance to Parties |
USD 1160.43 USD 100.00 |
99,333.21 8,730.00 |
USD 100.00 |
8,400.00 |
EXPLANATION OR COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATIONS. ADVERSE REMARKS OR DISCLAIMERS MADE BY STATUTORY AUDITOR IN AUDIT REPORT
The Audit report does not contain any qualifications, reservations, adverse remarks or disclaimers.
The provisions relating to Secretarial Audit are not presently applicable to the company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the company to which the financial statements relate and the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS.
There were no significant or material orders passed by any governing authority of the company including regulators, courts or tribunals, which could affect the going concern status and the Companyâs operations in future.
REPORTING OF FRAUD BY AUDITORS PURSUANT TO SECTION 143(121 OF THE COMPANIES ACT. 2013
There was no fraud reported by the Auditor to the Board.
Pursuant to Section 148 of the Companies Act, The Company is required to maintain Cost Records and the Company is accordingly maintaining such accounts and records.
POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Board of Directors of the Company has laid down a policy on prevention of sexual harassment at the workplace. A Complaint Committee has also been formed by the Board of Directors to look into the complaints received, if any. During the year, the Company did not receive any complaint under the said policy.
IMPLEMENTING AUDIT TRAIL IN SOFTWARE
Audit Trail feature in ERP software is implemented from the beginning of the year which is mandatory from April 01, 2023 for the companies under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 (as amended).
STATUTORY DISCLOSURES ON COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961 FOR THE FINANCIAL YEAR 2024-25.
During the under review, it was noted that the provisions of the Maternity Benefit Act, 1961, are applicable to the Company for the financial year 2024-25.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL1 ACT, 2013
Your directorâs further state that during the year under review, there were no cases filed/pending pursuant to the Sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the details as follows of complaints/cases.
|
S. No. |
Particulars |
Number of complaints/cases |
|
1. |
Number of complaints of sexual harassment received in |
NIL |
|
the year. |
||
|
2. |
Number of complaints disposed-off during the year. |
NIL |
|
3. |
Number of cases pending for more than ninety days. |
NIL |
The Company has a robust process of risk assessment whereby all the business risks are assessed on periodic basis by the management and appropriate actions are taken to mitigate the same.
CORPORATE SOCIAL RESPONSIBILITY
In Compliance with Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company falls under the criteria mentioned in the above section. Therefore, the Company is required to contribute in CST Activities, as the Profit before tax of the Company exceeds Rs. 5 Crores in the immediately preceding financial year, however, as the required spend amount towards CSR Expenditure is less than 50 Lakhs as per Section 135(3), therefore, Company is not required to constitute CSR Committee as per Section 135(9).
The prescribed CSR expenditure as 2 (two) percent of the average net profit of the Company for the previous three years, to be spent on corporate social responsibility was Rs. 11,00,729, (Rupees Eleven Lakh Seven Hundred and Twenty Nine only) and the Company spent the required amount on CSR activities as under:
|
S. No. |
Particulars |
Purpose |
Amount (INR in 100) |
|
1. |
Total Amount Spent during the Financial Year 2024-25 |
11,010.00 |
|
Annual Report on Corporate Social Responsibility (CSR) Activities which form part of the Directorsâ Report is attached herewith as Annexure- B
None of the Directors of your Company suffers from the disqualification enshrined under the provisions of section 164, 165, 167 of the Companies Act, 2013. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act. The Company has not defaulted in repayment of loans from banks and financial institutions.
STATUTORY DISCLOSURES ON APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AT THE END OF THE FINANCIAL VF AR 2024-25
During the under review no application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.
STATUTORY DISCLOSURES ON THE DETAILS OF DIFFERENCE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE SETTLEMENTâS AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS AND FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.
During the under review no settlements have been done with banks or financial institutions.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in term of section 134(3)(c) of the companies act, 2013:-
i) In the preparation of Annual Accounts, for the year ended March 31st, 2025 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
ii) The directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year, 31st March, 2025 and of the Profit of the Company for the year ended on that date;
iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv) The annual accounts have been prepared on a going concern basis.
v) That the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
vi) The Directors had devised proper systems to ensure compliance with the provision of all applicable laws and that such systems are adequate and operating effectively.
The Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appointment for the committed services by the companyâs executive, staff & workers.
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